Geron (GERN) Director Issued 5,702 Shares as Board Compensation

Rhea-AI Filing Summary

Geron Corp director Robert J. Spiegel received 5,702 shares of common stock as payment for his quarterly board and committee fees. The shares were issued on 09/30/2025 and priced at $1.37 per share, based on the closing price that day. After the issuance, Spiegel beneficially owns 188,546 shares. The Form 4 was signed by an attorney-in-fact on 10/01/2025. This disclosure reflects a routine non-derivative compensation issuance to a director and reports the resulting direct ownership level.

Insights

Financial Analyst

TL;DR: Routine director compensation converted to equity; modest change to insider ownership.

The transaction is a standard issuance of 5,702 shares in lieu of cash for board and committee fees, using the closing price of $1.37 on 09/30/2025. The issuance increases reported direct ownership to 188,546 shares. This is a non-derivative, administrative transaction that does not reflect a market-timing trade or a material change in control or stake size relative to typical institutional holdings. Impact on valuation or voting power is immaterial based on the disclosed figures.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting for director compensation; appears routine and procedural.

The Form 4 properly reports shares issued in lieu of cash compensation for director retainers and committee fees, with transaction code A and explicit pricing rationale tied to the 09/30/2025 closing price. Filing was signed by an attorney-in-fact on 10/01/2025. There are no indications of related-party issues, option exercises, or other governance events from the provided data.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Spiegel Robert J.

(Last) (First) (Middle)

C/O GERON CORPORATION

919 E. HILLSDALE BLVD, SUITE 250

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GERON CORP [ GERN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		A(1)		5,702	A	$1.37(1)	188,546	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares issued in lieu of cash compensation for quarterly board of directors' retainer and committee fees. Number of shares issued based on the closing price of the Issuer's common stock on September 30, 2025 of $1.37 per share.

Remarks:

	/s/ Scott A. Samuels, Attorney-in-fact for Robert J. Spiegel	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Robert J. Spiegel report on the Form 4 for GERN?

He reported the acquisition of 5,702 shares issued in lieu of cash compensation for board and committee fees.

When was the transaction dated and at what price for GERN Form 4?

The shares were issued on 09/30/2025 at the closing price of $1.37 per share.

How many shares does Robert J. Spiegel beneficially own after the reported transaction?

Following the issuance, he beneficially owns 188,546 shares.

Was the Form 4 filed individually or jointly for GERN?

The form was filed by one reporting person (Form filed by One Reporting Person).

What is the nature of the reported transaction code on the Form 4?

The transaction used code A, indicating acquisition of securities.